Professional Documents
Culture Documents
Equivalent Citation: 2013VI AD (S.C .) 349, AIR2013SC 2360, [2013]115C LA13(SC ), [2013]178C ompC as423(SC ), (2013)3C ompLJ275(SC ),
JT2013(7)SC 185, 2013(7)SC ALE261, (2013)8SC C 20, [2013]121SC L149(SC ), [2013]3SC R662
3 . The Issuer Companies pledged equity shares in the capital of SRMTL and other
closely held companies as security in favour of the Appellants till the redemption of
the Premium Notes by way of pledge agreements (Pledged Shares). The equity shares
of SRMTL pledged by each of the Issuer Companies are as under:
4 . In May-June, 2002, the pledge over the shares, which were in dematerialized
form, was carried out in the form prescribed by National Securities Depository
Limited and was recorded in the records of the respective depositories of the
Appellants and the Issuer Companies. On June 10, 2005, the Appellants, in terms of
the enforcement provisions contained in the subscription agreements and the pledge
agreements issued notices to the Issuer Companies calling upon them to redeem the
outstanding Premium Notes within a period of 30 days, failing which the Appellants
would be constrained to invoke the pledge. Premium notes were not redeemed (i.e.
debt was not repaid). Upon default, under the provisions of the Notes, the Appellants
called upon each of the Issuer Companies to redeem the outstanding Notes within 30
days. Since the Notes were not redeemed within the notice period, the pledge was
invoked on July 22, 2005.
5. The invocation of the pledge triggered Regulation 10 of the Takeover Code.
6 . On 26th July, 2005, in accordance with the Regulation 10 of the Takeover Code,
the Appellants made a Public Announcement (PA) for proposed open offer to acquire